Operations of Company. (a) Company covenants for itself that, after the date hereof and prior to the Closing (unless Seller shall otherwise approve in writing or required by applicable law) Company shall not:
(i) conduct any business;
(ii) (A) amend its certificate of incorporation or by-laws, or adopt any stockholders’ rights plan or enter into any agreement with any of its stockholders in their capacity as such, (B) split, combine, subdivide or reclassify its outstanding shares of its capital, (C) declare, set aside, make or pay any dividend or distribution payable in cash, stock or property in respect of any of its capital stock, or, (D) repurchase, redeem or otherwise acquire to purchase, redeem or otherwise acquire, any shares of its capital stock;
(iii) take or fail to take any action that would (A) cause any of its representations and warranties herein to become inaccurate or misleading in any material respect;
(iv) issue, deliver, sell or encumber shares of any class of its capital stock or any securities convertible into, or any rights, warrants or options to acquire, any such shares;
(v) acquire or make any investment in any business or other Person, whether by merger, consolidation, purchase of property or assets or otherwise; and/or,
(vi) enter into any commitments or agreements to do any business or other Person, whether by merger, consolidation, purchase of property or assets or otherwise;
Operations of Company. Parent and Merger Sub each acknowledge that (a) the Company does not, and will not, have sufficient Cash on Hand or other sources of readily available funds to enable it to operate its businesses in the ordinary course of business during the period from the date of this Agreement until the Effective Time and (b) in the event of any failure by Parent to raise additional capital in order to operate the Company’s businesses during the period from the date of this Agreement until the Effective Time, neither Parent nor Merger Sub shall use any deterioration in the business, properties, assets, liabilities, financial condition or results of operations of the Company or its Subsidiaries as a basis to refuse to consummate the Transactions, including the Merger, or terminate the Agreement.
Operations of Company. Section 7.09 of the Acquiror ---------------------- Disclosure Letter sets forth the intentions of the Acquiror with respect to the method of operating the business of the Company and its Subsidiaries from and after the Effective Time and with respect to the continuation by the Company and its Subsidiaries of the employment of their respective employees. Such matters are the intentions of the Acquiror as of the date of the Plan, are subject to change in the discretion of the Acquiror and shall not be construed to create any third party rights in any Person other than the parties to this Agreement.
Operations of Company. The right of the Company in its sole discretion to diminish operations, or to take such other action with respect to the business as conditions may require is expressly recognized. The severance plan shall be continued under which, in the events adopted under which, in the event of a permanent discontinuance of plant operations, the employer will give the Union and the employees six (6) months prior written notice of its intent to discontinue operations. A Human Resources consultant will be retained and made available by the employer, in order to assist employees during the six (6) month period in relocating or obtaining employment. These obligations shall not prejudice the parties’ right to negotiate such severance payments as may be appropriate.
Operations of Company. Following the date of execution hereof and though the Closing Date, the Company will not:
(i) incur or assume any indebtedness or liability;
(ii) declare or pay any dividend or declare or make any distribution of any kind to any shareholder, or make any direct or indirect redemption, retirement, purchase or other acquisition of any shares in its capital stock;
(iii) made any loan or advance to any Company shareholder, officer, director, employee, consultant, agent or other representative;
(iv) dispose of any of its assets;
Operations of Company. At the Effective Time, Parent shall have no plan or intention to liquidate Company or to merge Company into another corporation or to sell or otherwise dispose of the stock of Company (other than transfers of the stock of the Company to a member of the Company’s “qualified group” (within the meaning of Treasury Regulation section 1.368-1(d)(4)(ii)) or to cause Company to sell or otherwise dispose of its assets, expect for dispositions made in the ordinary course of business (including the Company’s business of originating and selling mortgage loans) or dispositions to an entity treated as a partnership for U.S. federal income tax purposes (provided that following such partnership disposition the Company is treated as conducting the business of such partnership (within the meaning of Treasury Regulation section 1.368-1(d)(4)(iii)(B)).
Operations of Company. 42- --------------------- SECTION
Operations of Company a) Company shall in accordance with the terms of Distribution Agreement market the Product in the Territory.
b) Managers, through the Management Company, shall manage Company in accordance with the terms of the Consultancy Agreements.
c) In case the Management Company commits a breach against a Consultancy Agreement, Company may institute arbitration proceedings to rectify such breach. In such a decision such Manager(s) who has participated in the breach may not participate. Such an action maybe taken by, TKT on behalf of Company.
d) The Consultancy Agreements allow for Company to reduce the scope of appointment Of the Management Company in that the services of a particular Manager will no longer be asked for, thus reducing the fee to the Management Company. This is in the following referred to as terminating a Consultancy Agreement as concerns a specific Manager. Such termination may result in the obligation of Company to pay severance pay to the Management Company, as provided for in the Consultancy Agreement. When Company takes a decision to terminate a Consultancy Agreement as concerns a specific Manager, this Manager may not participate in the decision, due to the conflict of interest, and such decision shall be subject to section 3.02(b). Action with regard to terminating the Consultancy Agreement as concerns a specific Manager may be taken by TKT on behalf of Company, provided that there are sufficient grounds for such termination in accordance with the Consultancy Agreement, due to Cause.
e) If TKT determines that there is Cause to terminate the Consultancy Agreement as to a particular Manager, it shall notify the Chairman, who shall call a meeting of the Board to determine whether such Cause, in the Board's opinion, exists. If the Chairman does not call a meeting of the Board to consider TKT's determination, or if the Board determines not to act on such determination, then TKT may institute arbitration proceeding to determine whether there is Cause to terminate the Consultancy Agreement as to such Manager. MANAGEMENT OF COMPANY
Operations of Company. The right of the Company in its sole discretion to diminish operations, or to take such other action with respect to the business as conditions may require is expressly recognized. The severance plan shall be continued under which, in the eventis adopted under which, in the event of a permanent discontinuance of plant operations, the employer will give the Union and the employees six (6) months prior written notice of its intent to discontinue
Operations of Company. (a) Company covenants for itself that, after the date hereof and prior to the Closing (unless Seller shall otherwise approve in writing or required by applicable law) Company shall not:
(i) (A) amend its certificate of incorporation or by-laws, or adopt any stockholders’ rights plan or enter into any agreement with any of its stockholders in their capacity as such, (B) split, combine, subdivide or reclassify its outstanding shares of its capital, (C) declare, set aside, make or pay any dividend or distribution payable in cash, stock or property in respect of any of its capital stock, or, (D) repurchase, redeem or otherwise acquire to purchase, redeem or otherwise acquire, any shares of its capital stock;
(ii) take or fail to take any action that would (A) cause any of its representations and warranties herein to become inaccurate or misleading in any material respect;
(iii) issue, deliver, sell or encumber shares of any class of its capital stock or any securities convertible into, or any rights, warrants or options to acquire, any such shares;
(iv) acquire or make any investment in any business or other Person, whether by merger, consolidation, purchase of property or assets or otherwise; and/or,
(v) enter into any commitments or agreements to do any business or other Person, whether by merger, consolidation, purchase of property or assets or otherwise;
